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HomeMy WebLinkAbout02-07 TPFA ResolutionRESOLUTION NO. TPFA 02-07 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE TEMECULA PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF SPECIAL TAX BONDS OF THE TEMECULA PUBLIC FINANCING AUTHORITY FOR TEMECULA PUBLIC FINANCING AUTHORITY COMMUNITY FACILITIES DISTRICT NO. 0t -2 (HARVESTON), APPROVING AND DIRECTING THE EXECUTION OF AN INDENTURE OF TRUST AND APPROVING OTHER RELATED DOCUMENTS AND ACTIONS WHEREAS, this Board of Directors has conducted proceedings under and pursuant to the Mello-Roos Community Facilities Act of 1982 (the "LAW'), to form the Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) (the "District"), to authorize the levy of special taxes upon the land within the District, and to issue bonds secured by the special taxes the proceeds of which are to be used to finance certain roadway and other public improvements (the "Facilities"), all as described in the Resolutions entitled "A Resolution of the Board of Directors of the Temecula Public Financing Authority of Formation of Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Authorizing the Levy of a Special Tax Within the District, Preliminarily Establishing an Appropriations Limit for the District and Submitting Levy of the Special Tax and the Establishment of the Appropriations Limit to the Qualified Electors of the District" and "A Resolution of the Board of Directors of the Temecula Public Financing Authority Determining the Necessity to Incur Bonded Indebtedness Within Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) and Submitting Proposition to the Qualified Electors of the District," which Resolutions were adopted by this Board of Directors on March 26, 2002; and WHEREAS, pursuant to said resolutions, an election was held within the District on March 26, 2002 and the qualified electors approved the propositions of the incurrence of the bonded debt, the established of the appropriations limit and the levy of the special tax by more than two-thirds of the votes cast at said special election; and WHEREAS, there have been submitted to this Board of Directors for its approval an Indenture of Trust (the "Indenture") providing for the issuance of the Bonds (as defined in Section 1 below) and the use of the proceeds of the Bonds to finance the Facilities (the "Indenture"), as well as a Preliminary Official Statement (the "Preliminary Official Statement") describing the 2002-A Bonds (as defined in Section 1 below), a bond purchase agreement to be used in connection with the sale of the 2002-A Bonds (the "Purchase Contract") a Remarketing Agreement related to the 2002-A Bonds (the "Remarketing Agreement"), and an Acquisition Agreement relating to the construction of the Facilities (the "Acquisition Agreement"), and this Board of Directors, with the aid of Authority staff, has reviewed said documents and found them to be in proper order; and WHEREAS, the Indenture requires that the payment of debt service on the Bonds that are variable interest rate bonds be secured by a direct pay letter of credit (the "Letter of Credit") to be provided by a financial institution whose letter of credit results in variable rate debt that is rated "A-1" or its equivalent or better by a national rating agency; and R:TPFA Resos/2002/02-07 2 WHEREAS, all conditions, things and acts required to exist, to have happened and to have been performed precedent to and in the issuance of said bonds and the levy of said special taxes as contemplated by this Resolution and the documents referred to herein exist, have happened and have been performed in due time, form and manner as required by the laws of the State of California, including the Law. NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of the Temecula Public Financing Authority as follows: Section '1. Pursuant to the Law, this Resolution and the Indenture (hereafter defined), special tax bonds of the Temecula Public Financing Authority (the "Authority") for the District (the "Bonds") in an aggregate principal amount not to exceed $25,000,000 are hereby authorized to be issued and the first series of such bonds designated the "Temecula Public Financing Authority Community Facilities District No. 01-2 (Harveston) Variable Rate Demand Special Tax Revenue Bonds, 2002 Series A,' in an aggregate principal amount not to exceed $20,000,000 (the "2002-A Bonds") are hereby authorized to be issued and sold as provided herein. The 2002-A Bonds shall be executed in the form set forth in and otherwise as provided in the Indenture. Jurisdiction is hereby reserved to issue the remaining authorized, but unissued portion of the Bonds. The Board of Directors hereby finds and determines that the 2002-A Bonds do not present any unusual credit risk due to the requirements of the Indenture that there be provided to the 2002-A Bond trustee the Letter of Credit that will secure the payment of debt service on the 2002-A Bonds so long as such bonds are variable interest rate bonds, and that the Indenture requires a minimum lien-to-value ratio for property securing any 2002-A Bonds to be converted from variable rate bonds to fixed rate bonds (and thereby no longer secured by the Letter of Credit) to be at least 1:3. By reason of the foregoing, the Board of Directors hereby waives the requirement for a one to three lien to value ratio for the 2002-A Bonds that are variable rate bonds otherwise required by the Authodty's Local Goals and Policies for Community Facilities Districts, adopted by the Board of Directors on April 10, 2001 (the ~Local Goals and Policies"). Except as provided in the immediately preceding two sentences, the Board of Directors finds that the 2002-A Bonds, when issued pursuant to the Indenture, will be in accordance with the Local Goals and Policies. The Board of Directors further finds that the sale of the 2002-A Bonds at negotiated sale as contemplated by the Purchase Contract will result in a lower overall cost. Section 2. The Indenture with respect to the Bonds in the form presented to this Board of Directors at this meeting, is hereby approved. The Executive Director is hereby autho~'ized and directed to execute and deliver the Indenture in said form, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with the Authority General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Indenture by the Designated Officer. The date, manner of payment, interest rate or rates, interest payment dates, denominations, form, registration privileges, manner of execution, place of payment, terms of redemption and other terms of the 2002-A Bonds shall be as provided in the Indenture as finally executed. R:TPFA Resos/2002/02-07 3 Section 3. The Purchase Contract between the Authority and Stone & Youngberg LLC (the "Underwriter"), in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed to accept the offer of the Underwriter to purchase the 2002-A Bonds contained in the Purchase Contract (provided that the aggregate principal amount of the 2002-A Bonds sold thereby is not in excess of $20,000,000 and the underwriters' discount is not in excess of 1.0% of the aggregate principal amount of the 2002-A Bonds) and to execute and deliver the Purchase Contract in said form, with such additions thereto or changes therein as are recommended or approved by such officer upon consultation with the Authority General Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Purchase Contract by the Executive Director. Section 4. The Preliminary Official Statement in the form presented to the Board of Directors at this meeting, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name and on behalf of the Authority, to make changes to the Preliminary Official Statement prior to its dissemination to prospective investors, and to bring the Preliminary Official Statement into the form of a final official statement (the "Official Statement") including such additions thereto or changes therein as are recommended or approved by such officer upon consultation with Authority Counsel and Disclosure Counsel. The Executive Director is hereby authorized and directed to execute and deliver the Official Statement. The Underwriter is hereby authorized to distribute copies of the Preliminary Official Statement to persons who may be interested in the purchase of the Sedes 2002-A Bonds and is directed to deliver copies of the Official Statement to all actual purchasers of the Series 2002-A Bonds. The Executive Director is hereby authorized to execute a certificate or certificates to the effect that the Official Statement and such preliminary official statement were deemed '~final" as of their respective dates for purposes of Rule 15c2-12 of the Securities Exchange ACt of 1934, and is authorized to so deem such statements final. Section 5. The Remarketing Agreement and the Acquisition Agreement, in the respective forms presented to the Board of Directors at this meeting, are hereby approved. The Executive Director is hereby authorized and directed to execute and deliver the Remarketing Agreement and the Acquisition Agreement in said forms, with such additions thereto or changes therein as are approved by the Executive Director upon consultation with the Authority Counsel and Bond Counsel, the approval of such additions or changes to be conclusively evidenced by the execution and delivery of the Remarketing Agreement and the Acquisition Agreement by the Executive Director. Section 6. The Continuing Disclosure Agreement related to the Bonds, in the form on file with the Secretary, is hereby approved. The Executive Director is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and deliver the Continuing Disclosure Agreement in said form, with such additions thereto or changes therein as are deemed necessary, desirable or appropriate by the Executive Director upon consultation with the Authority Counsel and Disclosure Counsel, the approval of such changes to be conclusively evidenced by the execution and delivery by the Executive Director of the Continuing Disclosure Agreement. R:TPFA Resos12002102-07 4 Section 7. The Authority hereby covenants, for the benefit of the Bondowners, to commence and diligently pursue to completion any foreclosure action regarding delinquent installments of any amount levied as a special tax for the payment of interest or principal of the Bonds, said foreclosure action to be commenced and pursued as more completely set forth in the Indenture. Section 8. The 2002-A Bonds, when executed, shall be delivered to the Trustee for authentication. The Trustee is hereby requested and directed to authenticate the 2002-A Bonds by executing the Trustee's certificate of authentication and registration appearing thereon, and to deliver the 2002-A Bonds, when duly executed and authenticated, to the Underwriter in accordance with written instructions executed on behalf of the Authority by the Executive Director, which instructions such officer is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the 2002-A Bonds to the Underwriter upon payment of the purchase price therefor. Section 9. The Authority has heretofore approved agreements with the financial advisor and disclosure counsel for the Bonds. Given the complexity of the Bond transaction and the extended time pedod to complete the transaction, the Executive Director and/or the Treasurer are hereby authorized to approve amendments to the contracts with the Authodty's consultants for the Bonds to increase their respective compensation, so long' as such additional compensation is (a) payable solely from the proceeds of the 2002-A Bonds, and (b) not in excess of forty-five percent (45%) of the compensation set forth in the respective consultant's original contract with the Authority. Section 10. All actions heretofore taken by the officers and agents of the Authority with respect to the establishment of the Distdct and the sale and issuance of the Bonds are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the lawful issuance and delivery of the Bonds in accordance with this Resolution, and any certificate, agreement, and other document described in the documents herein approved. R:TPFA Resos/2002/02-07 5 Section 't'l. This Resolution shall take effect upon its adoption. PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Temecula Public Financing Authority at a meeting held on the 13th day of August, 2002. Ron Roberts, Chairperson ATTEST:- - ~...~it~ Cl~'r_~ k/Aurae rit~,'S, ecr~a ry [SEAL] :- STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan W. Jones, Secretary of the Temecula Public Financing Authority, HEREBY DO CERTIFY that the foregoing Resolution No. TPFA 02-07 was duly adopted at a regular meeting of the Board of Directors of the Temecula Public Financing Authority on the 13~ day of August, 2002, by the following vote: AYES: 5 BOARDMEMBERS: Comerchero, Naggar, Pratt, Stone, Roberts NOES: 0 BOARDMEMBERS: None ABSENT: 0 BOARDMEMBERS: None ity Secretary R:TPFA Resos/2002/02-07 6